Section 1. Name. The name of this
organization is the IBM South Florida Quarter Century Club & Alumni
Association. Formal abbreviation: IBMSFQCCAA and Association used here in.Section 2. Mission.
The mission of the IBM South Florida Quarter Century Club & Alumni
Association shall be to encourage, facilitate and enhance the
fellowship and camaraderie which was developed through many years of
service and association in the IBM Corporation through planned
social events for members and guests as well as organized and
meaningful participation in community activities and projects which
will lead to the improvement and betterment of the quality of the
lives of the residents of the Greater South Florida Area.

Section 3. Tax Status. We are a not for profit
organization operating under Internal Revenue Code Section 501C-7.

Section 1. To provide
recognition of those who have completed twenty-five years of service and those
alumni with a minimum of 5 years of service with the IBM Corporation. Membership
and recognition will be extended to spouses of deceased ex-IBM employees meeting
the aforementioned criteria.Section 2.
To enhance the image of the Membership and the IBM Corporation in the Greater
South Florida business and community environments.Section 3. To provide expertise and
knowledge, gained from years of association with the IBM Corporation, to others
through organized volunteerism in community based programs and projects.Section 4. To promote
fellowship and camaraderie through events arranged to accommodate the desires of
the membership.Section 5.
To strengthen communications between IBM and those QCC members with twenty-five
years or more of service and Alumni with a minimum of 5 years service with IBM.
Section 6.To do any other
thing as permitted by law that, in the opinion of the Board of Directors, will
promote the common benefit and enjoyment of the
Association.Section 7.
The Association will not pursue monetary gain or profit directly or
indirectly for itself or its members.

Section 1.
Membership. Membership in this
Association
will be open to any individual who is a member of the IBM Quarter
Century Club or who had or has been employed by IBM for at least 5
years.Surviving spouses of such individuals are also
eligible for membership.Section 2. Duties of Membership. The
duties of members are to (a) elect the Board of Directors, (b) ratify
the Bylaws, (c) discharge any other responsibilities as appropriate.

Section 3.Application for Membership. An
application for
membership, authorized by the Board of Directors, shall be prepared including a
statement releasing the Association,
its officers, members, and agents from liability in case of accident, injury or
misadventure in connection with
Association activities. The application will be made available on the Association's web site. Applicants
will be encouraged to read the Bylaws.

Section 4. New
Members.
Prospective members must print, fill out and sign the Application for
Membership available on the website and mail it to the
Association along with a check made out to IBMSFQCCAA for the then current annual
dues. A new member shall be officially received into the IBM South Florida
Quarter Century Club & Alumni Association by an officer of the
Association. This can be done by letter, phone, e-mail, or at a meeting of
the membership.

Section 5. Dues.Payment of
annual dues is required to become and remain
a member in good standing. Annual dues are established by the Budget
Committee and approved by a majority vote of the Board and are payable when
joining the Association. Payment
for renewal of membership for the upcoming year is due by October 31st
and will be considered delinquent as of the first of the new year.

Section 6. Good Standing.Members in
good standing shall be entitled to participate in all
Association
activities and be on distribution lists to receive information and notices.
Section 7. Termination of Membership.
Membership ceases when a member resigns, dies, or fails to pay dues.

ARTICLE
IV. BOARD OF DIRECTORSSection 1. Governing Body. There shall be a
Board of Directors
(the Board) which is the governing body of the IBM South Florida Quarter Century
Club & Alumni Association. The primary purpose of the Board is to conduct the
affairs and activities of the Association.

Section 2. Qualifications.
Members of the Board must
be members in good standing who have
consented to individual acceptance of responsibility to foster the
achievement of the mission of the
Association.

Section 3. Composition.
The Board shall consist of not less than(4) members nor more than nine (9) members
including the officers. Section 4. Election and Term of
Office.
Members of theBoardshall be
elected annually from candidates nominated in accordance with
Article VII of this document.
(a) Election -
for continuity purposes, members of the
Boardwill be elected annually such that
approximately one-half (1/2) of the Board is turned over in any one year.(b) Term of office -
the term of office for each member of the
Boardis two (2) full years. No member may serve more
than two (2) full terms in succession.Association members selected to fill
an unexpiredBoardMember term shall remain
eligible for two (2) full terms on their own. In the event that
there are insufficient candidates available for
BoardMembership the above term limits may be suspended.Section 5.
Vacancies. Vacancies arisingon the Board in the interim
between annual elections shall be filled by a majority vote of the
remaining members of the
Boardfor the balance of the term. A
Director may be removed when, in the opinionof a majority of the Board of Directors, sufficient cause exists for such removal.Section 6. Responsibilities.
The responsibilities of the
Board
shall include but not be limited to:
(a) Creating the annual objectives/priorities for theAssociation.
(b) Creating the annual financial operating plan for the Association based on the budget prepared
by the Treasurer and approved by the Board. The fiscal year of the
Association
shall extend from 1 January to 31 December. (c) Managing
contract commitments for the Association. Only the Board of
Directors, duly authorized by a majority of Quorum, is authorized to
enter into contracts, purchase orders, other commitment of funds, or
resources of the
Association.
(d) Ensuring that the financial obligations of the Association are met.
(e) Setting goals and objectives for events, programs and projects
for the
Association.
(f) Approving the allocation of funding for events, programs and
projects of the
Association.
(g) Approvingany and all
proposed amendments to the Bylaws prior to submission to the
membership for formal vote.
(h) Creating and dissolving committees of the Association as needed.
(i) Establishing the amount of the annual dues based upon operating
fund requirements.
(j) Conducting annual membership drive.
(k) Ensuring all members in
good standing
have the opportunity to participate and receive the benefit of all
activities. Section 7. Board
Meetings. On an annual
basis, there shall be at least (2) regular meetings of the Board of
Directors. Additional meetings may be held, as needed, at the call
of the President. Emergency Board meetings may be called via e-mail
by an officer and one additional
Board member giving 10 days notice. All other
Board
meetings shall be posted on the
Association's
website and announced by e-mail at least 30 days prior to the
meeting.Section 8.
Attendance at Board Meetings.
Board members are expected to be present at every regular Board meeting. Any Board member who is absent from three (3)
consecutive
Boardmeetings shall be considered to have resigned
unless there are unusual/extenuating circumstances. The Board will review each individual situation and make the final
determination.Section 9. Quorum. A
Board quorum to conduct Association business shall consist of a
majority of the Board members. A simple majority vote of the
attendees shall be sufficient to pass on
Association
business. The President or Vice President must be present at all
Board meetings. No proxy votes will be considered.
Section 10. General
Association Procedures.
Roberts Rules of Order Newly Revised shall be the parliamentary
procedure for all business meetings.

Section 1. Officers.
Officers of the Association shall consist of a
President, Vice President, Secretary and Treasurer.Section 2. Duties.(a) Duties of the
President

i.Preside at all meetings of the Board, general member meetings as well as special events and social
functions.

ii.Assume responsibility for the overall affairs of the Association on behalf of the Board of
Directors.

iii.Confirm the appointment of members of all committees.

iv.Is an ex-officio member of all committees.

v.Countersign all commitments for expenditures in excess of $250 and
sign checks in the absence of the Treasurer.

vi.Conduct routine and ordinary business of the Association, including making
expenditures of up to $250. The President shall confer with the Board to determine the course of action for non-routine business.

vii.Assume overall responsibility for the supervision and planning of
all events, programs and projects sponsored by or under the auspices of the Association.

viii.Endeavor to maintain good working relationship with the IBM
Corporation.

(b) Duties of the Vice
President

i.Assist the President with the responsibility of the oversight of
the
Association and its activities.

ii.Assume responsibility and perform all duties of the President in
his/her absence, disability, resignation or death.

iii.Sign checks in the absence of the President.

iv.Serve as Chairperson of the Audit Committee which shall annually
audit the financial records of the organization as prepared by the Treasurer and
report the results of said audit to the Board.

v.Acts as Director of Operations in the event that any Association activities are not covered
by responsibilities of the other officers and /or active committee chairmen.

(c) Duties of the Treasurer

i.Maintain overall responsibility for the annual financial operating
plan and budget for the Association
and serve as Chair of the Budget Committee.

ii.Maintain a complete record of all financial transactions of the
Association.

iii.Assume responsibility for all revenue and expenses related to any
events, programs, or projects.

iv.Approve all Association
expenditures up to $250. Fund disbursements over $250 require an
additional signature of the President or the Vice President.

v.Deposit all Associationfunds in a bank
approved by the Board.

vi.Assure that all legitimate financial obligations are met, including
handling bank transactions and issuance of checks.

vii.Assumeresponsibility for
creating and presenting a Treasurers report at every Board meeting and an annual
report at the annual meeting of the Membership.

viii.Annually, prior to each fiscal year, present a proposed budget to
the Board of Directorsand subsequently to
the
Association members.Note: The Board
shall then prepare a budget of estimated income and expenditures for the
year, which shall stand as the limit of expenditures for these purposes, unless
otherwise ordered by action of the Board.

ix. Assure that an annual audit of the books is completed and presented
to the Board for review.

(d) Duties of the Secretary

i.Create and maintain copies of minutes for Board meetings, general membership meetings as well as any special
events, programs or projects that need to be documented.

ii. Conduct all official correspondence for the Association.

iii.Maintain attendance logs for meetings and events.

iv.Serve as Registered Agent of the Corporation.

v.Oversee the operation of the
Association's
web site and its content.

(e) General

Officers, by virtue of their office, shall be
members of the Board of Directors

No officer shall, for reason of his/her office, be
entitled to receive any salary or compensation other than reimbursement for
monies personally spent on behalf of the Association.

Section 1. Standing Committees.
There shall be standing committees representing the interest of the
Association as required by the
Board. They may include but not be
limited to Community Programs, Membership, Newsletter, andSpecial Events.

Section 2. Special Committees. Special
committees may be appointed by the Board of Directorsto perform specific tasks and/or projects and
will be dissolved at the completion of that work.

It is the expectation
that
Board
openings will be filled by volunteer members of the
Association. Any member of the
Association
in good standing may volunteer to serve on the Board of Directors by sending
a written notice to the Secretary by mail or e-mail at least sixty (60) days
prior to the annual meeting of the Association.

a)If the number of
volunteers exceeds the number of open Board positions then an election will be required and the Secretary
will mail or e-mail the Slate of Candidates to all Association members at least 3 weeks prior to the Annual Meeting.
Each
Association member shall indicate his or her selection for Board members
and either return the marked ballot to the
Association Secretary no later than one week prior to the Annual Meetingor print the Ballot and bring it to the Annual
Meeting in person.At the Annual Meeting
the Ballots shall be counted and witnessed by the Association Vice President assisted by two [2] independent Members
in attendance. Those candidates receiving the highest number of votes will be
elected to the Board of Directors.

b)In the event that the
number of volunteers does not exceed the number of open Board positions, then the volunteering
members will be considered to have been elected to serve on the new Board of
Directors

c)Subsequent to the Annual
meeting and the establishment of a Board of Directors, the new Board will conduct an Organizational
Meeting prior to the end of the then current year for the purpose of selecting
the Officers of theAssociation who shall be President, Vice President, Secretary and
Treasurer, all of whom shall serve in that capacity for a term of one year.

d)It will be the obligation
of the outgoing Directors to familiarize the new Directors with their new
responsibilities so as to promote a smooth transition. Association members will be notified in
a timely manner of the names and contact information for the newly elected
officers. The new officers will be installed at an Installation Meeting attended
by the outgoing officers and any Members who wish to attend. The Installation
Meeting will occur not more than six weeks following the Annual Meeting.

Section 1.First Annual
Meeting. The first Annual Meeting of the
Association will occur in 2011 within 14 days after Thanksgiving.
An Annual Meeting will be held each year thereafter within 14 days after
Thanksgiving. Notification of exact time and place will be mailed or e-mailed
to all members at
least eighteen (18) days prior to the meeting.

Section 2.
General Meetings. At least one (1) meeting of the general membership shall be
held during the year. This shall be the annual business meeting. The
date of this meeting will be determined by the Board of Directors.
Notification of the meeting shall be mailed or e-mailed to all
members at least eighteen (18) days prior to the meeting.Section 3. Quorum. A quorum shall
consist of at least fifteen percent (15%) of the members in good
standing present in person or by written proxy. Proxies must be
received prior to the meeting.
Section 4. Majority.
A simple majority of votes cast by members in attendance, and those
proxy votes provided prior to the meeting, shall carry a motion in
meetings. Propositions that must be reviewed and approved by
the entire membership shall not be voted on in meetings unless the
Secretary ascertains that twenty percent (20%) or more of the entire
membership is represented. Such propositions will normally be
voted on by means of a e-mailed ballot in which each member may
indicate his/her choice and return it to the
Association
Secretary. An issue shall carry if it receives a majority of the
votes on ballots received by the date specified on the ballot. Section 5. Special
Meetings. Special meetings may be called upon request to the Secretary by
fifteen percent (15%) of the members. The request must state the
objective of the special meeting. Notice of the special meeting
shall be mailed or e-mailed to all members at least seven (7) days
prior to the meeting and shall clearly state the matters to be
considered at such meeting.

Section 1. Amendments to the Bylaws may be recommended
by
any of the following:

The Board of Directors.

A committee appointed by
the President.

The request of a majority
of the members present at any
Association
member meeting at which a quorum is present.

Section 2.The Board will review and approve
the wording of all proposed amendments prior to their being submitted to the
membership for a vote.Section 3. After review and
approval by the Board, amendment(s)
will be submitted to the total membership by mail and/or e-mail and shall carry
by a simple majority (more than one-half) of the votes returned by the date
stated on the ballot.Section 4.
Any amendments submitted to the membership by mail and/or e-mail must be given
at least three weeks turnaround for response.

ARTICLE
X DISSOLUTION OF THE ASSOCIATION

Section 1.A motion to dissolve the
Associationcan be presented to the membership as a result of,
but not limited to, any of the following:

Recommendation of the Board
of Directors.

At the request and
subsequent vote of a majority of the members present at any Association member meeting at which a quorum is present.

Inability to obtain
sufficient members to serve on the Board of Directors.

Section 2.
Any motion to dissolve the
Association
must be put to a vote by the entire membership at a general meeting at which
20% of the membership votes.Section 3. On dissolution of the Association, any funds remaining in the treasury or any owned assets
shall be distributed to United Way
of Palm BeachCounty.